Once Upon a Time in Ponyville
by JoeGriffin
Summary: A pony version of the TF2 SFM "Once Upon a Time in 2Fort".


Once Upon A Time In Ponyville

A Ponyfied version of Once Upon a Time in 2Fort

Rainbow Dash was in a bit of a predicament. It was one she could easily have gotten out of herself if it weren't for her right wing having been broken by a failed acrobatic maneuver.

"Great idea, Dash." She mumbled to herself, sarcastically, scoffing at how dumb her decision had been in hindsight.

Now she hung by her hooves from a two story buidling, the dirt awaiting below. It also didn't help that two changelings were down below as well, magical weapons charged and ready to fry the rainbow-maned pegasi.

"Crap." She grunted, attempting to pull herself over the edge of the window she hung from.

The changelings below cackled, getting ready to finish off Rainbow Dash, but were cut off by the sound of rapidfire from behind. Rainbow heard the changelings scream in agony as the bullets literally ripped them apart, pieces of their carapices shattering on the dirt covered rock which made up the ground.

"Dashie, move, silly!" The familiar voice of Pinkie Pie called out from below.

Pinkie, carrying her impossibly large party gun, a 10 barreled minigun, trotted beneath Dash, with Fluttershy keeping pace behind her, a healing spellcaster active in her grasp.

The two ponies disappeared inside the building that Dash herself was hanging from.

"No problem..right." She spat to herself, finally managing to pull herhead over the windowsill...only to be met with the barrel of a lightning bolt caster aimed right at her eyeball.

The changeling wielding the deadly long range weapon smirked evily, chuckling.

"Listen here, pony.." It boasted gleefully. "You're all done."

Dash closed her eyes, expecting death to embrace her in a painful surge of super electricity. No such thing came.

Opening her eyes, she smiled instantly as she saw Rarity, the beautiful white unicorn designer, covering the changeling's mouth with her right hoof as her horn, which had pierced right through the chest of the bug-like creature, dripped blue with it's blood.

With disgust, Rarity dropped the dead bodystealer to the ground, frantically wiping her horn off with a cloth specifically meant for that occassion.

She then turned to Dash, smiling warmly. Extending a helping hoof, she laughed as she said, "Shall we?"

Thankfully grasping her friend's hoof with hers, Rainbow pulled herself through the opening, falling the the wooden floor.

"Let us move, darling." Rarity smiled once again, begginning to trot deeper into the base.

Rainbow nodded, but stayed behind for a moment. For good measure she kicked the corpse of the changeling in anger at nearly being killed by it.

"Not so tough now, are you?" She growled.

Rarity had moved down the hall, and was perched around the corner leading to one of the larger rooms of the changeling's base. As she peered around the turn, she caught site of a rather large changeling-looking creature.

Somehow this thing looked familiar to Rarity, but the unicorn coudn't place where she had seen this specific figure before.

It turned it's head towards Rarity's direction, causing her to duck back around the corner, pushing against the wall. She tried desperately to keep her breathing shallow.

She could feel the large creature begin to turn the corner, and she prepared to fight; her horn glowing.

Suddenly, the sound of Pinkie's party gun (and her happy and out of place laughter) caught the large changeling's attention, as it turned towards the sound and galloped off in that direction.

Rarity breathed a sigh of relief, and nearly jumped out her skin as she looked up right into Rainbow Dash's face.

"Yo, what's up?" She asked out of habit.

Rarity rolled her eyes, and put her new disquise scarf on. In an instant she took on the appearance of a changeling.

Dash looked impressed, but the Rarity changeling abruptly told her to get to it.

She shook her head, and saluted before her and Rarity galoped around the corner, then splitting into two different corridors in the room.

Before they parted completely, Dash called out to Rarity once more, and the generous unicorn stopped and turned to acknowledge her old friend.

"Thanks." Dash told her, giving one last salute.

The changeling Rarity merely smiled and nodded before turning and galloping off on her mission, as did Dash.

Rarity moved as fast as her hooves could carry her into the main vault of the changeling base. In her disquised state, her growly voice was perfectly changeling-like.

"Incoming!" She yelled out to the two changelings on guard in the vault, magical constructs of ballistic defense (turrets, she thought) sitting around their objective: The stolen Elements of Harmony.

One of the real changelings pointed a weapon directly at changeling Rarity. She was sure her disquise was flawless, but she supposed the changelings were being extra careful of who they let in the vault, changeling or not.

"Go on." It said to her, motioning the weapon for her to leave.

Suddenly an explosion rocketed the base, causing the three to lose some balance. The two real changelings looked at changeling Rarity questioningly.

"Incoming..." She repeated in a hushed voice, pointing towards where the explosion sounded.

Up above, Rainbow Dash had to dive down a flight of stairs to get to the vault level of the base. The impact was hard, and painful, but she could take it. As she regained her faculties, she heard Pinkie from up the stairs.

"Dashie, GO!" She yelled to her friend. "Fluttershy, charge me!"

As the sound of the party ponies' party gun intensified, Dash galloped into the vault Rarity had gone into. She only had seconds to realize the turrets guarding the Elements, and the two changelings blocking changeling Rarity from entering. She was shot on sight, and all went black.

Rarity stifled a horrified gasp as her long-time friend fell limp to the hard vault floor, traces of blood seeping across it. The two changelings laughed as if hearig the punchline to a great joke.

"That wasn't even close!" One belted, insultingly.

They turned to changeling Rarity, seemingly wondering why she did not share in their humor.

Changeling Rarity could only shrug, unable to muster even a fake laugh. The two real bug-like creatures scoffed and turned away.

"Well, I guess that's that." One said to the other.

Rarity took one last look at her motionless friend with the rainbow mane. She blinked back tears and fought the urge to cry out in sorrow. A look of righteous anger crossed her features. She glared at the two bug-ponies and then at their turrets.

The changelings whipped around as they heard the explosion of their magical mechanations being destroyed. A piece of one turret hit one of the changelings in the head hard enough to dislocate it's jaw, and knock it completely unconscious.

The other bug-pony looked up through the smoke and saw Rarity, no longer disquised, horn glowing, and a look of calm anger on her face. Her eyes burned like charcoals in her sockets, smoldering with a lust for vengeance.

"Spy!" The shapeshifter blurted instinctively, whipping his magical weapon to bear.

Rarity drew her concealed bolt-caster which blew the weapon out of the changeling's hoof.

"Not such a quickdraw now, are you, wretched thing?" She growled.

But as soon as she finished that sentence, she was struck with a piece of turret debris, and her weapon fell from her magical grasp as she tumbled to the floor.

The changeling who had been hit had recovered, and even reset it's jaw. Picking up another piece of debris, specifically the barrel of the turret, it moved over to stad over the injured unicorn.

"We're done playing games." It mused menacingly.

Rarity looked quickly from the barrel of the once functional turret in the changeling's grasp, then at the changeling itself. Her mind raced as she realized what was about to happen.

"Oh, please." She said, trying to sound brave. "Let's settle this like real ponies."

The changeling scoffed, then smiled. "We are not ponies."

With a cry of denial, Rarity was battered by the changeling as it brought down the heavy debris upon her head several times before finally stopping. The screams had ceased long ago.

Turning, the changeling looked at it's partner and was about to say something when impossibly the voice of Rarity yelled out from behind it.

"I'll see you in Tartarus!"

Rarity had used her specially designed pocketwatch to fake death, and blasted the changeling's head off with a bang from the changling's old weapon.

Though the one fell dead, the other reacted quickly, and fired upon Rarity, felling her again. At that moment, Pinkie Pie galloped in, and without hesitation fired upon the changeling, the bullets tearing the bug-pony clean in half.

Pinkie stared at the dead shapeshifer for a brief moment as it breathed it's last, then noticed Rainbow Dash's limp form in the center of the vault.

"Dashie! No!" She cried out, tears starting to fill her eyes.

Dropping the party gun, she moved quickly to her old friend's side. "Fluttershy! Help!"

Fluttershy, still carrying the healing caster, seemed to flow into the vault as her mane blew in the breeze of her movement; Spike close behind her.

Fluttershy had to fight back tears, as Pinkie continued to beg her to heal Dash.

Fluttershy knew though, that there was no type of magic that could bring the dead back to life.

Pinkie, however, continued to insist, getting angry each time Fluttershy had to explain what was done. So finally giving in, Fluttershy began a healing spell directed at the non-moving form of Rainbow Dash.

Spike looked over to where Rarity had fallen. There was no sign of her, meaning she had faked death again, and was most likely safe. How convenient.

Moving slowly over towards Fluttershy, Spike seemed to snicker a bit.

All thought was interupted by a huge explosion. The vault began to fall apart, pieces pf the cieling crumbling away. A support beam nearly crushed Spike and Fluttershy as the two jumped back to avoid it.

Pinkie grabbed both Dash and the Elements before instructing everyone to urgently get out before the place went up. The three dashed out carrying their fallen comrade, and their objective with them.

Princess Twilight watched from the balcony of her castle, a lightning bolt caster set up as if it were a telescope. Through it, she noticed the flames of the changeling base in the distance. Then witnessed it explode, destroying all evidence it was ever there.

She sighed, fearing her friends might have been caught in that explosion, and perished. Her doubts were put aside as soon as she heard Pinkie's high-pitched voice; "Keep going!"

Twilight perked up instantly, her ears shooting skyward as if not believing it. She looked down as Pinkie Pie, and Fluttershy carried Rainbow Dash's body towards her domain. It looked as though another was with them.

Gasping, she picked up the lightning caster in her magic, aiming it carefully, shouting out; "That's not Spike!"

Fluttershy and Pinkie went wide-eyed as they whipped around to look at the baby dragon. Spike shrugged, then after a brief moment, charged Fluttershy with a jagged piece of crystal.

Before he got even two steps towards the cowering yellow mare, a bolt of electricity burned a hole right through his head, revealing him to be a changeling. Spike had never really been there at all.

Pinkie and Fluttershy both looked in disbelief at each other.

"That was close!" Pinkie gasped.

Fluttershy waved at Twilight from below the balcony. "Thank you, Twilight."

Twilight happily waved back. "No worries!"

Another explosion, this time within the castle. Twilight knew that this wasn't over yet, and her eyes widened as she heard a strange sound coming from within her home.

"Aw, buck." She mumbled, wings and ears drooping.

"Oh, this is bad..." Fluttershy whimpered, kneeling in a self-protective position, shaking uncontrollably. She had wanted no part in this, but it was necessary for Equestria's safety.

"We'll do it together, Fluttershy. Don't you worry!" Pinkie said kindly, stroking her friend's pink main softly, trying to relax her.

"Let's go then!" Twilight called down, and galloped inside her castle, horn aglow.

Fluttershy slowly stood up as Pinkie put a reassuring hoof on her back.

"We fight together, always."

Fluttershy stuttered, gasped, whimpered...but finally, swallowed hard, and let out a weak; "I can't wait."

The ponies then followed their friend inside, as the sounds of battle intensified.

In mere moments, all was quiet. Too quiet.

Fluttershy and Pinkie Pie slowly trotted down into the castle's sub-layer where the battle had been not a few minutes ago. Pinkie still carried the Elements and Rainbow Dash on her back. For such a slim pony, she was fairly strong. Probably from her time as a rock farmer, Fluttershy imagined.

She was scared out her thoughts when she turned her head and saw a sight she never wanted to see.

"AH!" She screamed. "Twilight's dead!"

"Sh!" Pinkie hushed, fighting back crying herself.

Twilight's dead form lay over a railing, blood dripping down onto the stone floor. Her eyes were wide with shock, as if she had died only just seeing her killer for an instant. Her wings hung limply, feathers flowing in the slight breeze from the draft in the walls.

Twilight's was not the only corpse in the area however. The two mares saw Derpy, crushed beneath a stone brick the size of her body. Only her lower half remained, the rest was paste.

Spike and Big Mac lay in a large pool of both their blood, their eyes too, wide open, staring blankly.

A form sat in a chair in the corner of the room. It was wahite coated, and a bit of fabulously styled purple mane could be seen.

Pinkie squinted, whispering; "Rarity?"

Nervously, she reached a hoof out to turn the chair around, and when she did, both her and Fluttershy screamed.

Rarity sat in the chair, eyes closed forever. A large pole was shoved down her throat, causing her head to tilt up. Her horn looked as though it had been cut off crudely.

Fluttershy couldn't handle it anymore, and lost her lunch right there.

As she barfed out her feelings, Pinkie took a gaze around the corner.

Zecora was impaled on a sharp blade. Applejack was absolutely mutilated almost beyond recognition. And all that remained of the Cutie Mark Crusaders was their bloodied capes hanging from the rafters.

"Oh, no!" Pinkie cried loudly.

"What...what's over there?" Fluttershy asked hesitantly.

"Everypony's dead!" Pinkie full on bawled out.

Suddenly she heard what sounded like a squeaky toy being squeezed behind her. Pinkie whipped around to see a large changeling-like creature standing over an unconscious Fluttershy.

Pinkie recognized it almost instantly. "Queen Chrysalis!"

Chrysalis said nothing as she moved into a fighting stance, challenging Pinkie to get ready.

Pinkie gingerly layed Rainbow Dash on the ground, and the Elements right next to her. Cracking her neck, and clopping her hooves, she put an angry look on her usually smiley face.

"I promise I'm gonna make you hurt forever!" She screamed at the changeling queen.

Again, Chrysalis said nothing. Pinkie charged, very reminiscient of a raging bull. Chrysalis easily stopped Pinkie with her magic, and threw her into a cart that held Twilight's unread books...books that she would never get to read.

The weight of the books was much even for her, and she had to push hard to get out. As she she broke free of the textbooks, she heard a loud snap, and a squishy noise followed by heavy liquid flowing. She turned to Chrysalis, who now held the head of Fluttershy in her hoof, as she had ripped it off not moments ago.

That was the last straw for Pinkie Pie. Her mane instantly deflated, and her hue darkened. Tears poured like waterfalls from her eyes, and she got the urge to not just hurt, but to kill Chrysalis.

Pinkamena lunged for the changeling queen again, murder in her eyes, but Chrysalis once again caught her, and this time kicked her hard with her hind legs into something hard.

Pinkamena let out a loud yelp of pain, and put her hooves to her belly. She didn't quite know what had just happened, but she felt wrong and was in alot of pain in that area.

Chrysalis trotted casually to the helpless pony. Her horn glowed, picking up a nearby sledghammer, one of Big Mac's old tools.

Pinkamena's eyes widened as she saw the hammer swing towards her. She shrieked, but then a loud whistling noise split the air. Pinkamena looked on sunned as the corpse of Chrysalis fell to the ground, devoid of life. A hole the size of a basketball had burned into her torso.

Pinkamena looked over to where she had first heard the sound and smiled overjoyed as she saw Rainbow Dash holding one of Zecora's magical fire weapons.

She dropped the arcane thing, and dragged herself painfully over to Pinkamena, who, while still in Pinkamena state, was laughing happily.

"I'm getting to sad for anymore of this." She slightly joked.

Rainbow smiled weakly as she sat next to her friend, who was still holding her hooves to her belly.

With a realization of where she was, she immediately called out the first thing that came to mind.

"Rarity? Where's-"

She stopped in a gasp as she saw Rarity's corpse, the pole still lodged in her windpipe, horn detached.

Rainbow felt like crying, and looked down in disbelief.

"Oh...Dashie...I don't feel so good." Pinkamena drolled tiredly.

As Rainbow Dash looked up to ask why, her question was answered, as Pinkamena let out a final breath and dropped her hooves to her sides revealing a jagged metal railing piece jutting out of her belly. She had been kicked into a shishkabob.

Her pink mane fell over her face, and Pinkamena...Pinkie Pe...was gone.

Dash felt as though her whole world had shattered at her hooves. Her lower lip quivered pathetically, as she actually wailed. She could not stop herself, and cried horribly, mourning all her lost friends.

Rainbow Dash couldn't take it. She once again picked up the fire weapon Zecora had made...and put it to her chin.

As she got ready to finish herself off, she noticed the box of the Elements of Harmony sitting a little ways away. She stared at it for a few moments, thinking. Then she dropped the fire weapon, and grabbed the Elements, dragging them along with her hurting body to the castle vault.

As she neared it, her vision was blurring. She couldn't feel her extremeties. She slid the Elements into the vault, and rolled over closing her eyes. The last thing she saw before passing out was the form of Princess Celestia and Princess Luna gliding down.

That had all been months ago. Rainbow Dash was now a high ranking officer in the Wonderbolts. She had recieved the Wings of Honor for that day. And everytime she trotted into a room, all the lower ranking Wonderbolts and even some higher rankingones would salute her.

Around Ponyville, she was treated with the utmost respect by everypony. She was a war hero, and a survivor of a terrible tradgedy.

Rainbow Dash realized painfully that is Scootaloo had survived, she might have idolized Dash to be a goddess. She chuckled at the thought. She'd never see that little orange filly again. Or any of them.

She no longer cared for friends. She didn't feel the need for them any longer.

Every hearts and hooves day, she goes to the graveyard of fallen heroes and sits near the gravestones of her once beloved friends for the whole 24 hours. And regardless of her objections, Soarin is always by her side when she does. She always cries on his shoulder.


End file.
